Service List

COMPANY FORMATIONS

Here at ICC we have been a leading provider of Company Formations to the professional and business community, both nationally and internationally, for over 30 years. Such unrivalled experience has ICC uniquely positioned to serve YOU.

Eight dedicated professionals make up ICC’s Company Formations Team.

Our extensively qualified and experienced staff are waiting to take your instructions and provide you with an EXPRESS COMPANY FORMATION SERVICE – You can have Your Company incorporated in ONE TO FIVE DAYS - just Click on the link below to start the simple process.

Please select from the following Menu:


 

 

 

 

 

 

 


YOUR FIRST COMPANY

Setting-up your own business can be a new adventure, exciting yet in some ways intimidating. All those legal regulations - it can be daunting.

WE ARE HERE TO HELP YOU THROUGH EVERY STEP IN THE PROCESS.

Through our FREE consultation process we will take you through each aspect of the Incorporation process. We will tailor your new Company to the exact requirements of your proposed new business. In this way you will have the perfect start to a new and prosperous business future.

There are some basic things, which you will need to understand about your new Company and these are: (all active)

 

If you would now like to go DIRECTLY TO ONLINE ORDERING please CLICK HERE.


back

 

 

 

 

 

 


ADVANTAGES OF COMPANY INCORPORATION

The limited liability company is, as it has always been, the most popular form for new businesses. Even though many people in business today continue to do business as sole traders or partnerships the benefits of carrying on business as a limited liability company are considerable.

CLICK HERE for more information.
back

 

 

 

 

 

 


COMPANY NAME

The very first thing you need to know is - can I use the name I have chosen for my New Company? Because there are many companies already registered, it would be very easy to choose a name, which may already be in use.

Also, there are certain words, which may not be used in Company Names, either without special permission or not at all. Ultimately, the Registrar of Companies is the final judge in matters of what is and what is not acceptable as a company name.
It is most important, therefore, not to incur expenses relating to the proposed name (e.g. preparing signs, headed notepaper, stationery, etc.) in advance of the issue of the Certificate of Incorporation by the Registrar of Companies.

You can IMMEDIATELY check the current availability of your chosen Company Name - just call us now on 1800 677 677


CLICK HERE for more information.

back

 

 

 

 

 

 


COMPANY TYPE

Companies can be either private or public, with their liability to creditors limited or unlimited. The private limited company is the most popular type of company chosen by those setting-up new businesses.

 

CLICK HERE for more information.
back

 

 

 

 

 

 


COMPANY ACTIVITIES

A Company's constitution is divided into 2 parts - the Memorandum of Association and the Articles of Association. The Memorandum of Association looks at the Company's relationship, those it will do business with - the outside world - it defines what the Company may do while remaining within legal boundaries. The Articles of Association, on the other hand, looks to the internal management of the Company and sets out the terms of the contract between the Company and its shareholders.

Within a Company's Memorandum of Association you will find a clause (usually Clause 2), which presents in detail precisely what business activities the Company will carry on e.g. own and operate a pub or restaurant, manage a block of apartments etc.

 

CLICK HERE for more information.
back

 

 

 

 

 

 


COMPANY REGISTERED OFFICE

Your Company's Registered Office Address is the company's formal address for legal purposes. It is the address to which Companies Registration Office (CRO) correspondence and all formal legal notices addressed to the company will be sent.

 

CLICK HERE for more information.
back

 

 

 

 

 

 


COMPANY DIRECTORS

A Company's Directors are those who are tasked with managing its day-to-day affairs. They manage the business on behalf of the Company's owners i.e. its shareholders. Many small Irish companies are owned and managed by the same people.

Every Company must have a minimum of two Company Directors, one of whom is required to be an Irish-resident. There are, however, exceptions to this rule.

 

CLICK HERE for more information.
back

 

 

 

 

 

 


COMPANY SECRETARY

Every Irish Company is required to have a Company Secretary. The Company Secretary and the Company's Directors are collectively known as the Company's officers.

The Company Secretary may be one of the Directors, who will act in both capacities.
A company may act as Company Secretary to another company, but not to itself.

 

CLICK HERE for more information.
back

 

 

 

 

 

 


SHARE CAPITAL

To have a "share" in a Company is to be a part-owner of that Company and the more "shares" you have, the greater part of the Company you will own.

A Company's share capital will be divided into either "authorised share capital" or "issued share capital". For incorporation purposes, ICC uses a standard authorised share capital of €1,000,000 divided into 1,000,000 Ordinary Shares of €1.00 each.

The Company's issued share capital is the total value of the shares it has issued to its shareholders. For incorporation/start-up purposes a small number of shares will normally be issued e.g. 1 or 2 shares.

 

CLICK HERE for more information.
back

 

 

 

 

 

 


SHAREHOLDERS

A Company's shareholders will be all those who hold shares in a Company.

Shares in a Company can be held by either an ordinary person or an incorporated body e.g. Company. An unincorporated body e.g. a club cannot hold shares in a Company.

 

CLICK HERE for more information.
back

 

 

 

 

 

 


COMPANIES FOR NON-RESIDENTS

The abolition of tax exempt status for UK non-resident companies in 1988 led to a large migration of international businesses to Ireland to establish similar companies here. They were attracted to Ireland because we had an identical legal system to the UK, similar political and economic stability, as well as full EU membership.

At one stage it was estimated that about 30% of the total number of companies on the Irish Register of Companies were non-resident Irish companies. These companies had no presence here in Ireland apart from their registration and a registered office address.

Changes to the taxation regime in 1999 resulted in a similar migration of these companies to another country.

It is no longer possible to incorporate non-resident Irish companies. Every company incorporated here is required to conduct its main or principal business here in the Republic of Ireland.

Of course, many companies incorporated and carrying on business here in Ireland are owned and/or managed by non-resident individuals and this is perfectly acceptable. These companies are simply regarded as tax resident here in Ireland and are subject to Irish taxation in the ordinary way.

There are however some basic issues which you as a non-resident must address when establishing your new business here in Ireland:

  • Do you have at least ONE Irish-resident Director on your Board? If not, don't worry - there are alternatives CLICK HERE


  • Do you have an address here in the Republic of Ireland for your Company's registered office? If not, don't worry - we can provide this for you CLICK HERE

Having addressed these issues you are now ready to proceed with your new Irish company CLICK HERE.
back

 

 

 

 

 

 


COMPANY BOND FOR NON-RESIDENT DIRECTOR

With effect from 18th April 2001 every Irish Company is required to have at least one Director who is resident in the State (Republic of Ireland). The definition of “residency” is set out in the Companies Acts.

There are however exceptions to this basic rule.

One of these is that the requirement does not apply to a Company which holds a Company Bond to the value of €25,400. This Bond is a form of insurance where the insurer agrees to meet certain debts of the Company to, say, the Revenue Commissioners where the Company fails to do so. The Company pays a premium for this Bond.

ICC, after detailed discussions involving insurers, the Companies Registration Office and the office of the Attorney General has made arrangements for the provision of a Company Bond that fully meets legal requirements.

A Bond must be entered into for a minimum of two years and must be renewed every two years.

If a Company fails to comply with these requirements, the Company and every officer will be guilty of an offence and may be prosecuted by the Registrar of Companies.

ICC would be pleased to take your instructions in relation to obtaining this Company Bond – just contact us.
back

 

 

 

 

 

 


INTERNATIONAL COMPANY FORMATIONS

ICC Company Formations can provide you with Company Formations in other jurisdictions. These are:

  • Northern Ireland

  • United Kingdom


For more information or if you wish to incorporate in either of these jurisdictions, please contact us. Our Company Formations Team will be only too happy to discuss your requirements and advise you.
back

 

 


READYMADE COMPANIES

 

It is not possible to incorporate “Shelf Companies” any longer here in Ireland. New companies can only be incorporated for the express purpose of a clearly designated business.


However, here at ICC we may have, from time to time, some companies which have been incorporated for clients but who have decided not to use them for the original intended purpose. These companies will then be available for purchase and immediate use.

COMPANIES CURRENTLY AVAILABLE

Name Date of Incorporation Company objects Status No. of Shares in issue
Company name 26/01/2008 objects some status 1000000


 

If you would like to get some information on these companies or, indeed, reserve one of these companies, please contact us.
back

 

 

 

 


ICC INCORPORATION PROCESS & COMPANY PACKAGES


Here at ICC we aim to make your customer experience as pleasant and straightforward as possible. We will keep you advised of the progress of the incorporation of your Company regularly throughout the process.

When you have assembled all the information you need, just contact us or you can place your Company Order Online or just give us a call on 1800 677 677

Incorporation of your Company in the Companies Registration Office will be completed electronically in one to five working days.
 
To begin the process - all we need from you is the following:

  • Completed Order Form.
  • Directors Consent to Act.
  • Your payment (except where you have a Credit Account with us).

    •  

    The completed Companies Registration Office Form B10 (to record changes in Company Secretary post incorporation) completed by the new Company Secretary should be forwarded to us as soon as possible.

    You will be advised immediately when your Company has been incorporated. Your Company Package will be issued to you on the day we receive the Certificate of Incorporation from the Registrar of Companies.

    COMPANY PACKAGE:

  • Original Certificate of Incorporation
  • Copies of the Memorandum & Articles of Association
  • Minutes of Board Meetings
  • Share Transfer Forms
  • Share Certificates
  • Combined Company Register & Minute Book
  • Company Seal

 

For further information or a competitive quotation, please contact us.


back

 

 

 

 

 

 


ADVANTAGES OF COMPANY INCORPORATION

The limited liability company is, as it has always been, the most popular form for business enterprises. Even though many of those in business today continue to conduct their activities as sole traders or partnerships the benefits of structuring those activities within the framework of a limited liability company are considerable.

Groups of people operating together whether it is in business, sport, cultural activity or charitable activity will inevitably be incorporated or unincorporated. Sole traders, partnerships and clubs are examples of unincorporated associations. The Limited Liability Company on the other hand is the best example of a corporate body.

The principle advantages of trading through a limited liability company can be summarised as follows –

(1) The entity is incorporated with limited liability

The primary reason why limited liability companies are formed is to provide their members/shareholders with a measure of protection. The liability of the members for the debts and obligations of their company can be limited to the amount, if any, which they have yet to pay for the shares which they hold in that company or the amount which the members have guaranteed to contribute, usually €1, in the case of a company limited by guarantee and not having a share capital. These latter companies would be appropriate to non-trading, non-profit making enterprises such as clubs and voluntary associations.

Conversely, with the unincorporated body e.g. partnership or sports club each of the individual members of the partnership or club can be held jointly and individually accountable for all of its debts and obligations without any limitation whatever.


(2) A company is a legal entity separate and distinct from the members who comprise it.

Incorporation means that those involved are clothed with a corporate personality and this corporate person is quite separate and distinct from the individual members of the enterprise. It can sue and be sued in its own right. This principle of separate corporate personality is one of the first and most basic principles of company law.

Partnerships on the other hand are not legal entities. They consist solely of their individual partners and do not have separate legal existence. When one of those in a partnership dies the partnership terminates. The company, on the other hand, enjoys perpetual succession and therefore changes in its membership do not affect its corporate existence. This affords the company a degree of flexibility not available to unincorporated associations.


(3) A company’s business affairs are managed by its directors, acting as a Board.

Its members/shareholders do not have to get involved in its day to day activities. This is in clear contrast to the position prevailing in a partnership where each partner generally would be directly involved in a managerial capacity.


(4) Shares in a limited liability company would, in the main, be freely transferable.

Its Memorandum and Articles of Association or constitution may, however, provide for restrictions in this regard. Pre-emption provisions are such an example. When shares are transferred the new shareholder acquires all the rights and privileges to which the seller of those shares was entitled. A share in a partnership assigned by a retiring partner will not necessarily make the person to whom the share is assigned a partner in the firm.


(5) Corporate entities are ideally structured to facilitate the raising of capital and the creation of charges.

Investors, individual and institutional, can be afforded an interest in a company by means of an issue of shares.

Institutional lenders to companies consider these bodies to be particularly suited to the taking of charges as security either over specific assets (fixed charge) or over all their assets (floating charge). This facility is not available to unincorporated associations.

(6) Incorporation affords a measure of name protection to the business enterprise not available to firms operating under registered business names.

No two companies can be incorporated with the same or similar name. The registration of business names on the other hand provides no measure of exclusivity whatever to that name. Any number of identical business names can be registered.

Of course it can be said quite legitimately that these features are not new. No, these have been with us for quite some time. They are, however, just as valid today as they were when they were first put forward.

(7) Better Pension Schemes

Approved company pension schemes usually provide better benefits than those paid under contracts to self-employed sole trader businesses.

(8) Taxation

Sole traders and partnerships pay income tax whereas companies pay Corporation tax on their taxable profits. There is a wider range of allowances and tax-deductible costs that can be offset against a company's profits. In addition, the current level of Corporation Tax - 12.5% - on trading profits is lower than income tax rates.

Thus the significant difference in the rates of Corporation Tax and Income Tax make a compelling argument for using a company to undertake new business or to provide personal services.

 
back

 

 

 

 

 

 


COMPANY NAME

The very first thing you need to know is – can I use the name I have chosen for my New Company?

More than 350,000 Companies are currently on the Register of Companies. So, you will appreciate that it would be very easy to choose a name for your new Company, which is already in use. In such a situation the Registrar of Companies would not allow a new company to be registered with a name which is the same as or indeed similar to one already on the Register. The Registrar has the final decision in these matters.

There are also certain words, which may not be used in Company Names, either without special permission or not at all.

Words requiring special permission would be “Bank”, “Insurance”, “Society”, “International”, “Group”, “Co-operative”.

Words, which may not be used at all are those which would imply State sponsorship or could be considered offensive.

The following guidelines will assist you in assessing the acceptability or otherwise of proposed company names:

  • It is generally recommended that company names include extra words so as to create a sufficient distinction between company names. Certain words and their abbreviations together with accents and punctuation marks are not sufficient to distinguish between company names. Examples of such words include the definite article and the words “company”, “co”, “corporation”, “and”, “&”, “service”, “services” ,“limited”, etc
  • The use of non-descriptive words such as “holdings”, “group”, “services”, “international” or “solutions” when seeking to distinguish your choice of name from that of an already registered company will not be acceptable to the Registrar of Companies.
  • Similar descriptive elements e.g. press/printing, staff/employment agency, or the inclusion of only a general or weak qualification such as “holding”, “group”, “system”, “services”, “international”, etc. may not be regarded as a sufficient distinction between company names.
  • Particular care should be taken with names considered to have a distinctive element i.e. names consisting primarily of made-up words or non-dictionary words. The inclusion of qualifying words may not be sufficient to create a distinction between company names.
  • Names which are phonetically and/or visually similar will be refused. This includes names where there is a slight variation in the spelling and the variation does not make a significant difference between the names.
  • A number on its own will not be accepted as a sufficient distinguishing mark, unless the company concerned is part of the same group.
  • The use of a year in numerals to differentiate between two companies of otherwise the same name is prohibited).

The following restrictions also apply to company names:

  • Names containing certain words cannot be used unless approved by relevant bodies e.g. “bank”, “banc”, “banking”, “banker” may only be used with the permission of the Central Bank of Ireland. This also applies to names such as “hollybank”, “sweetbank”, “canalbank”, “bancorp”, etc. and the surname “Banks”, not withstanding the fact that the company being incorporated may not intend to carry on a banking business.
  • Words such as “insurance”, ”re-insurance” and “assurance” cannot be used unless prior permission has been sought from and granted by the Irish Financial Services Regulatory Authority (IFSRA).
  • The word “society”, “co-op” or “co-operative” cannot be used unless permission has been sought from and granted by the Registrar of Friendly Societies.
  • The word “University” cannot be used unless permission has been sought from and granted by the Department of Education.
  • In the case of the word “Charity”, further information may be sought by the Companies Registration Office to support the incorporation application.
  • If a name includes words which imply specific functions e.g. “holding”, “group”, “international” etc., evidence may be required in support.
  • The use of the word “standard” is prohibited.
  • The use of the word “Credit Union” is prohibited under the Credit Union Act 1997.

 

Ultimately, the Registrar of Companies is the final judge in matters of what is and what is not acceptable as a company name.

It is most important, therefore, not to incur expenses relating to the proposed name (e.g. preparing signs, headed notepaper, stationery, etc.) in advance of the issue of the Certificate of Incorporation by the CRO.

You can IMMEDIATELY check the current availability of your chosen Company Name – just call us now on 1800 677 677

Where must the company name be displayed?

Every business must display its name on the outside of every office or place in which the company’s business is carried on, even if it is a director’s home. The name must be both conspicuous and legible.

On which documents must the company name be shown?

The company must state its name, in legible lettering, on company letter heads, order forms, invoices, etc.

Also, from 1st January 2007 the information required to be specified on company paper letters and order forms was extended to electronic form.

Furthermore every company that has a website is now required to display on its homepage those same particulars or identify on its homepage and make readily accessible a webpage on which the particulars appear.

The particulars to be shown are as follows:

(a) that the company is registered in Ireland and the number with which it is registered;

(b) the address of the registered office;

(c) in the case of a company exempt from the obligation to use the word “limited” or “teoranta” as part of its name, the fact that it is a limited company; and

(d) in the case of a company that is being wound up, the fact that it is being wound up.

(N.B. Where there is reference to the share capital of the company, the reference must be to the capital that is issued and paid up).

Can I incorporate a company with limited liability without including the word “limited” or “teoranta” in the company’s name?

Yes, in certain circumstances and generally speaking only companies limited by guarantee without a share capital i.e. not-for-profit companies.

The word “limited” or “teoranta” may be excluded from the company’s name where the objects of the company will be the promotion of commerce, art, science, education, religion or charity. In addition, the company’s Memorandum or Articles of Association must state that:

(a) the profits of the company (if any) or other income are required to be applied to the promotion of the objects;

(b) payment of dividends to its members is prohibited;

(c) all assets which would otherwise be available to its members are required to be transferred on its winding up to another company whose objects are the promotion of commerce, art, science, religion or charity.

(N.B. A company which is exempt from the obligation to use the word “Limited”
or “Teoranta” as part of its name is still obliged to show on its letters and order forms the fact that it is a limited company).
back

 

 

 

 

 

 


COMPANY TYPES

Companies can be either private or public, with their liability to creditors limited or unlimited.

The majority of companies registered in Ireland are private limited companies and, of those, most are small with only one or two shareholders/members.

  • Private Limited Company
  • Company Limited by Guarantee, without share capital
  • Unlimited Company
  • Public Limited Company


CLICK HERE for more information on the different company types.
back

 

 

 

 

 

 


COMPANY TYPES

Companies can be either private or public, with their liability to creditors limited or unlimited.

PRIVATE LIMITED COMPANY

This is the most common form of company registered in Ireland at present.

The shares in the company are owned by its shareholders. As a limited liability company, the shareholders’ liability, should the company fail, is limited to the amount, if any, which they have yet to pay for the shares held by them. A company is regarded as a separate legal entity and, therefore, is separate and distinct from those who own (shareholders) or run (directors) it. The company itself (and not the individual shareholders) is the appropriate “person” to be sued in the event that debts are incurred by the company and which remain unpaid despite demands by creditors.

The maximum number allowable of shareholders/members is 99.

A private company which qualifies as small or medium may prepare and file abridged financial statements with its Annual Return in the Companies Registration Office. These companies may also avail of the exemption from audit providing they satisfy certain criteria.

COMPANY LIMITED BY GUARANTEE NOT HAVING A SHARE CAPITAL

Because this Company does not have a share capital it cannot be classed as a private company. Therefore, as this is a public company, there must be a minimum of seven members. The members’ liability is limited to the amount they have undertaken to contribute to the assets of the company, in the event it is wound up, not exceeding a specified amount and subject to a minimum of €1. If a guarantee company does not have a share capital, the members are not required to buy any shares in the company.

Many clubs, associations, charitable and professional bodies find this form of company to be a suitable vehicle as they wish to secure the benefits of separate legal personality and of limited liability but do not require to raise funds from the members.
Depending on their activities, these companies may also make application to the Revenue Commissioners for exemption from certain taxes and duties.

PRIVATE UNLIMITED COMPANY WITH SHARE CAPITAL

This type of company will only be used in situations where the risk associated with unlimited liability is deemed small or manageable e.g. property holding, trusts.

The incorporation of unlimited companies without a share capital is a very rare occurrence indeed. More commonly an unlimited company will have a stated share capital, divided into shares of a fixed amount.

Such a company is one which does not impose any limits on the liability of its members/shareholders. In effect this means that if such a company is wound up, its members are liable to contribute to its assets:

“an amount sufficient for the payment of it’s debts and liabilities, and the costs, charges and expenses of the winding-up”

This liability extends to the full amount of members’ personal estates after their having met personal debts.

Past members may incur liability too:

  • if he was a member within 12 months of winding up.
  • if the relevant debt or liability which the company is unable to discharge was contracted for while he was still a member.
  • if the existing members are unable to meet the company’s debts and obligations.

 

So, why would one form such a company, you may ask !

There are two main reasons.

(1) Prior to the enactment of the Companies Act 1990, this was the only type of company which could purchase it’s own shares or otherwise return it’s capital to it’s members without the tedious procedure of making an application to the High Court for sanction, as was the case with a private limited company. This flexibility rendered this type of company a useful vehicle for family investment companies.

(2) The other major advantage of such companies was in the area of disclosure. Unlimited companies were not subject to the provisions of the Companies (Amendment) Act, 1986. This meant that such companies did not have to file annual accounts in the Companies Registration Office.

However, Part III of the European Communities (Accounts) Regulations 1993 seeks to apply the provisions of the Companies (Amendment) Act 1986 on the preparation and filing of accounts to unlimited companies and partnerships whose membership/shareholders comprises:

1) Companies limited by shares or by guarantee, or

2) bodies incorporated in another jurisdiction and would be equivalent to those in 1), or

3) bodies governed by the laws of an EU member state that are of a legal form comparable to those referred to above

4) any combination of the above.

The Companies Act 1963 defines “member” as “every person who agrees to become a member of a company and whose name is entered in it’s register of members”.

Therefore, if a private individual were to act in a nominee capacity for such a corporate member and be entered in the register of members then the full membership of the unlimited company would be comprised of members with no limit on their liability and therefore would not be subject to the provisions of Part III of the European Communities (Accounts) Regulations 1993.

PUBLIC LIMITED COMPANY

This company type must have a minimum of seven members. Their liability is limited to the amount, if any, unpaid on shares held by them.

Companies applying for a listing on a Stock Exchange must be public limited companies.

It should be noted that it is unlawful for such companies to issue any form of prospectus except in compliance with the Companies Acts 1963 – 2006.
back

 

 

 

 

 

 


COMPANY ACTIVITIES:

A Company’s constitution is currently divided into 2 parts – the Memorandum of Association and the Articles of Association. The Memorandum of Association looks at the Company’s relationship with those it seeks to do business – the outside world – it defines what the Company may do while remaining within legal boundaries. The Articles of Association, on the other hand, looks to the internal management of the Company and sets out the terms of the contract between the Company and its shareholders.

Within the Company’s Memorandum of Association you will find a clause (usually Clause 2), which presents in detail precisely what business activities the Company may engage in e.g. own and operate a pub or restaurant, manage a block of apartments etc.

Any activities carried on by a Company which are not covered by the terms of its Memorandum of Association will be considered illegal. For this reason it is most important that you take advice from the experts when you are setting-up your new Company.
back

 

 

 

 

 

 


COMPANY REGISTERED OFFICE:

Your Company’s Registered Office Address is the company’s formal address for legal purposes. It is the address to which Companies Registration Office (CRO) correspondence and all formal legal notices addressed to the company will be sent. The registered office can be anywhere in the State (Republic of Ireland). The address must be a physical location, not just a post office box number, because people have the right to visit a company’s registered office to inspect certain Registers and documents and to deliver documents by hand.

It is vital that your Company keeps the CRO informed of the location of its registered office address, at all times. A company notifies its change of address by sending a completed Form B2 within 14 days of the date of the change.

ICC offers a full range of Registered Office and Nominee Facilities - CLICK HERE for more information.
back

 

 

 

 

 

 


COMPANY DIRECTORS:

Every Company must have a minimum of two Company Directors, one of whom is required to be an Irish-resident.

All company officers i.e. directors and secretary have considerable obligations/responsibilities in law. ICC would be pleased to advise its clients in more detail in this regard.

Just contact us to arrange a FREE private consultation – CLICK HERE to arrange.

Are there any exemptions from the requirement to have an Irish resident director?

The requirement does not apply to any company which holds a Company Bond in force to the value of €25,394.76. The Bond provides that, in the event of a failure by the company to pay the whole or any part of a fine/penalty imposed in respect of an offence under the Companies Acts or the Taxes Acts, an amount of money up to the value of the Bond will be paid by the insurer in payment of the company’s liability.

Can anyone be a company director?

In general, “yes”. Formal qualifications are not required. However, certain people may not become directors:

  • a company;
  • a bankrupt who has not paid all his debts;
  • an auditor of the company;
  • a person who has been disqualified as a director by Order of the High Court is barred from becoming a director for the period specified in the Court Order;
  • a person who has been convicted on indictment of any indictable offence in relation to a company, or any indictable offence involving fraud or dishonesty, is automatically disqualified for five years (or for such period as the Court may order) from being appointed as a director or from being involved in any way in the promotion, management or formation of any company;
  • if an appointment as director would cause a person to exceed the statutory limit on the number of directorships (25) imposed by company legislation, that appointment is illegal.

 

Also, if a company’s Articles oblige a person to hold a minimum number of shares in the company as a pre-condition to being appointed as director, this condition must be satisfied within two months after his/her appointment or within such shorter time as the Articles of Association may specify.

 

A person restricted as a director by the High Court may not become a director of a company for a period of five years, unless the company has a minimum fully paid up share capital of €317,434.50 in the case of a public limited company, or €63,486.90 in the case of any other company.


Is there a limit on the number of Irish directorships that may be held by a person?

Yes - a person must not, at any particular time, be a director of more than 25 companies.

Certain companies, however, are not included for the purpose of calculating that number. The following categories of company are not included in the calculation of a person's number of directorships:

(a) a public limited company;

(b) a public company (within the meaning of the Companies (Amendment) Act 1983);

or

(c) a company in respect of which a certificate under section 44(2) Companies (Amendment)(No.2) Act 1999 is in force.

Also, where a person is a director of two or more companies, one of which is the holding company of the other(s), these are counted as the one company.

In addition, where the company falls within one or more categories of “company” specified in the Table to Section 45 Companies (Amendment)(No. 2) Act 1999, the director or the company may make application to the Registrar of Companies for an exemption.

Can a person, who is currently disqualified from acting as director/secretary in another country, be appointed as a director of an Irish company?

Yes.

However, that person is required by law to ensure that the requisite Form B10 (Notice of Appointment) is accompanied by a Form B74.

If a Form B74 is not delivered with the requisite Form B10 or if the Form is false or misleading in a material respect, then on the delivery to the Companies Registration Office of Form B10, the individual concerned is deemed to be disqualified in Ireland for the remainder of the period of the foreign disqualification.

Non-delivery of a Form B74 with Form B10 when it should have been delivered, results in automatic disqualification of the person from acting as auditor, director or other officer, receiver, liquidator or examiner and precludes him/her from in any way, whether directly or indirectly, being involved with or taking part in the promotion, formation or management of any company or any registered society.
back

 

 

 

 

 

 


COMPANY SECRETARY:

Every Irish Company is required to have a Company Secretary. The Company Secretary and the Company’s Directors are collectively known as the Company’s officers.

The Company Secretary may be one of the Directors, who will act in both capacities.
A company may act as Company Secretary to another company, but not to itself.

Changes in Company Secretary must be advised to the Companies Registration Office within 14 days of the change. A Form B10 is used for this purpose.

The Secretary of a private Company is not required to have any formal qualifications. However, the Secretary of a public limited company (PLC) must meet the following requirements:

  • The Directors of a PLC must take all reasonable steps to ensure that the Secretary of the Company is a person who appears to have the requisite knowledge and experience to carry out the functions of Secretary and who:
  • Held the office of Secretary of the Company on 25th May 1991 (when the qualification regulations changed); OR
  • For at least 3 of the last 5 years immediately before his/her appointment previously held a similar appointment in another company; OR
  • Is currently a member of a professional body recognized by the appropriate Minister i.e. The Institute of Chartered Secretaries and Administrators; OR
  • Is a person by virtue of a previous position in a company appears to the Directors to be capable of discharging the function of Company Secretary.
It is the function of the Company Secretary to ensure that the Company complies fully with all its legal requirements.

Not every company can justify the cost of employing a qualified company secretary to attend to such matters. Here at ICC we can provide you with the solution. We will provide the services of our dedicated Company Secretarial Services department to address all your compliance needs. Indeed, we can even provide the services of our in-house trust company to act as named secretary to companies. The fixed annual fee for this facility can be discussed. Any ancillary work then undertaken would be charged out at normal charge-out rates - CLICK HERE for more information.

Compliance Solutions will be tailored to each company’s precise needs and at very competitive rates. This is but a part of the comprehensive Company Secretarial Services available to all ICC clients.

What are a company’s compliance obligations after it is incorporated?

(a) Annual General Meetings:

A Company’s first Annual General Meeting (AGM) to receive its first Reports and Financial Statements should be held within 18 months of incorporation.
Subsequently, an AGM should be held in each calendar year. No more than 15 months should pass between the date of one AGM and that of the next.

(b) Annual Reports and Financial Statements ( “Accounts” ):

Accounts are required to be prepared, audited (if appropriate) and laid before an AGM on a yearly basis. (Note: The Registrar is reluctant to accept financial statements which cover periods exceeding 12 months).

The accounts in respect of a financial year should be laid before an AGM within 9 months of that financial year- end.

(c) Annual Returns:

Every Company is allocated a distinctive Annual Return Date (ARD). For new companies this date is 6 months after its incorporation. Annual Returns/accounts must be filed within 28 days of this ARD.
The first Annual Return can be filed without accounts but must be filed within 28 days of the ARD. Subsequent Annual Returns should be made up to the anniversary of the designated (ARD) and filed with the requisite accounts, audited or un-audited as appropriate, within 28 days of the ARD.

What would happen if a company fails to comply with its statutory obligations?

The implications of non-compliance can be very severe indeed:

a) Late Filing Fees - any Annual Return presented for filing 29 days or more after the ARD will incur late filing penalties. A fixed penalty of €100 becomes due on the day after the filing deadline. In addition, daily penalties of €3 will be payable in respect of every day the Return is late, up to a maximum of €1,200 per Return.

b) Fines – On conviction, the Company and every officer of the company who is held to be in default in respect of the holding of Annual General Meetings/filing of Annual Returns on time may be liable to fines of up to €1.9k in respect of each offence. Persistent late filing may result in the imposition of an additional on-the-spot fine.

c) Strike-Off - The Registrar of Companies may initiate strike-off proceedings against companies failing to file an Annual Return in respect of any year.

d) Disqualification - any Company Officer found guilty of being persistently in default in relation to the filing of returns may be disqualified from acting as director or other officer, auditor, receiver, liquidator or examiner or from being in any way involved in the promotion, formation or management of any company for such period as the Court sees fit.

e) Loss of Limited Liability – While the Company is dissolved, the officers/members become personally liable for debts incurred by the Company.

f) Loss of Company Property and Assets – While a Company is dissolved, the rights to property and assets of that Company are transferred to the State.

What can a company do to ensure that it always complies with its compliance obligations?

Compliance regulations become ever more daunting with the passing of every new piece of legislation. The Registrar of Companies now refers all defaulting companies to the Director of Corporate Enforcement for investigation. He will then decide whether or not to begin legal proceedings against these companies and/or their officers. The penalties for filing Annual Returns late are now quite significant. To file even 1 day late will now attract a penalty of €103. This increases by a further €3 for each and every additional day the Return may be late. You will therefore appreciate the value of placing your compliance work in the hands of the professionals.

Should a company find itself struck-off the Register of Companies for non-compliance, this could result in the company having to seek a reinstatement Order from the High Court. The attendant legal costs and expenses have been known to reach approximately € 10,000.

Not every company can justify the cost of employing a qualified company secretary to attend to such matters. Here at ICC we can provide you with the solution. We will provide the services of our dedicated Company Secretarial Services department to address all your compliance needs. Indeed, we can even provide the services of our in-house trust company to act as named secretary to companies. The fixed annual fee for this facility can be discussed. Any ancillary work then undertaken would be charged out at normal charge-out rates.

Compliance Solutions will be tailored to each company’s precise needs and at very competitive rates. This is but a part of the comprehensive range of Company Secretarial Services available to all ICC clients.

All you have to do is remember one telephone number 1800 677 677 and we will look after all your statutory needs. (and/or CLICK HERE for more information).
back

 

 

 

 

 

 


SHARE CAPITAL:

To have a “share” in a Company is to be a part-owner of that Company and the more “shares” you have, the greater part of the Company you will own. A “bare majority” shareholding is where the holder has 50% of the Company’s total issued shares, plus 1 share e.g. if a company has issued 100 shares in total, a “bare majority” will be 51 shares. On the other hand, an “absolute majority” needs one to hold 75% of the total issued shares. This would allow the holder of this number of shares to control the most important decisions in the Company.

A Company’s share capital will be shown as either “authorised share capital” or “issued share capital”.

The Company’s authorised share capital will be shown in its Articles of Association and is the MAXIMUM amount of share capital which the Company can issue without referring back to its shareholders for further permission. Also, even if this maximum is not exceeded, the Directors are required to get the permission of shareholders to issue new shares every 5 years.

For incorporation purposes, ICC uses a standard authorized share capital of €1,000,000 divided into 1,000,000 Ordinary Shares of €1.00 each.

The Company’s issued share capital is the total value of the shares it has issued to its shareholders. For incorporation/start-up purposes a small number of shares will normally be issued e.g. 1 or 2 shares.

The amounts of authorized and issued share capital will be shown in the Company’s Annual Return and in its financial statements.

All of a Company’s issued shares can be held by one person, making the Company a Single-Member Company.
back

 

 

 

 

 

 


SHAREHOLDERS:

A Company’s shareholders will be all those who hold shares in a Company.

Shares in a Company can be held by either an ordinary person or an incorporated body e.g. Company. An unincorporated body e.g. a club cannot hold shares in a Company.

An unincorporated body is not a valid contracting party and cannot therefore be bound by a Company’s Articles of Association (the contract between a company and its shareholders/members and between the shareholders/members themselves).

Shareholders can either be beneficial/legal owners of the shares registered in their names or the shares can be held by nominees on behalf of the undisclosed beneficial owners of the shares. In these cases the beneficial owner will nominate someone to act as his representative and hold the share on his behalf. The nominee will hold the shares personally, WITHOUT REFERENCE TO HIS REPRESENTATIVE CAPACITY.

In these circumstances the legal interests of the beneficial owner and his nominee will be safeguarded by the completion of trust documents evidencing the fact that the shares are held by the nominee in a non-beneficial capacity and confirming that the beneficial interest is reserved to the legal owner of the shares.

The Companies Acts do not allow companies to recognise any third party interest in shares. A Company can only recognise those on its Register of Members as its shareholders.

ICC offers a full range of Nominee Facilities - CLICK HERE for more information.

Share certificates are evidence of title to shares. These are very important documents and should be held in a safe place. Share certificates will be issued to shareholders each time new shares are issued.

Whenever a Company issues new shares it must:

  • First check that it has the appropriate permission to do so from its shareholders;
  • Follow the appropriate procedures for the issue of the new shares;
  • File the appropriate Form B5 in the Companies Registration Office setting out the number of shares being issued and to whom and the terms of their issue;
  • Issue share certificates to the shareholders.
back

 

 

 

 

 


REGISTERED OFFICE & NOMINEE FACILITIES

Registered Office Facilities:

Your Company’s Registered Office Address is the company’s formal address for legal purposes. It is the address to which Companies Registration Office (CRO) and Revenue Commissioners correspondence and all formal legal notices addressed to the company will be sent.

The registered office can be anywhere in the State (Republic of Ireland). The address must be a physical location, not just a post office box number, because people have the right to visit a company’s registered office to inspect certain Registers and documents and to deliver documents by hand.

ICC offers a professional Registered Office facility to its Irish and international clients. This provides those clients who avail of this service with a measure of comfort knowing that all relevant matters will be dealt with promptly and expeditiously.

Nominee Facilities:

ICC can provide nominee shareholder and Company Secretary facilities.

 

If you would like to get some information on any aspect of this service or obtain a competitive quote for a particular assignment, please contact us.
back